Sphere 3D closes approximately $5 million private placement

Sphere 3D Corp. closed a private placement of 1,666,661 units on September 11, 2026, raising aggregate proceeds of approximately $5.0 million at $3.00 per unit. The company disclosed the completed closing in Item 1.01 of its Form 8-K dated September 11. Each unit consists of one common share, with no par value, and one warrant to purchase another common share. Sphere 3D's common shares trade on the Nasdaq Capital Market under ANY (Form 8-K AccNo 0001213900-26-099276).

FACT: The closing followed a securities purchase agreement entered into on Sep

The closing followed a securities purchase agreement entered into on September 8 with certain accredited investors. Those dates establish two distinct steps: the agreement was signed on September 8, and the financing closed on September 11. The company intends to use the net proceeds for working capital and general corporate purposes. The approximately $5.0 million disclosed amount is aggregate proceeds; the filing does not quantify the net amount remaining after fees and expenses.

FACT: Each warrant carries an exercise price of $3

Each warrant carries an exercise price of $3.50 per common share, is immediately exercisable and expires five years from issuance, subject to customary adjustments. The warrants generally may be exercised only for cash. Sphere 3D said that, if all warrants are exercised for cash, it would expect additional gross proceeds of approximately $5.8 million. That figure describes conditional financing capacity, rather than cash received at the September 11 closing.

CONTEXT: For readers assessing the transaction, the initial proceeds and the pote

For readers assessing the transaction, the initial proceeds and the potential warrant proceeds therefore need to remain separate. The approximately $5.0 million relates to the completed unit sale. The approximately $5.8 million depends on future cash exercises and should not be added to the closing proceeds as money already raised. The attached warrants also provide a route to additional common-share issuance if exercised; the filing does not establish that every warrant has been or will be exercised.

FACT: Certain company affiliates, including the chairman of the board and the

Certain company affiliates, including the chairman of the board and the chief executive officer, participated in the placement. Those affiliates subscribed for an aggregate of 333,332 units for approximately $1.0 million in gross proceeds. Their subscriptions form part of the approximately $5.0 million transaction total. They are not an additional financing amount on top of the completed placement, and the disclosed aggregate does not provide an individual allocation between the participating affiliates.

FACT: Purchasers are generally restricted from disposing of the common shares,

Purchasers are generally restricted from disposing of the common shares, warrants and shares underlying the warrants during a six-month lock-up period beginning on the closing date. Warrants may still be exercised during that period, but any resulting warrant shares remain subject to the lock-up. Immediate exercisability consequently does not remove the transaction's restrictions on disposal of those shares. The lock-up applies alongside the separate ownership limits built into the warrants.

FACT: Those beneficial ownership limitations may be 4

Those beneficial ownership limitations may be 4.99%, 9.99% or 19.99%. A holder may increase or decrease its limitation by giving notice, but the limit may not exceed 19.99%, and an increase becomes effective on the 61st day after notice. The ownership provisions govern warrant exercise under the transaction terms; they do not establish that the company has received any of the potential additional cash proceeds.

FACT: The securities were offered and sold in reliance on Section 4(a)(2) of t

The securities were offered and sold in reliance on Section 4(a)(2) of the Securities Act. Purchasers represented that they were accredited investors under Rule 501(a) or qualified institutional buyers under Rule 144A. The securities were not registered under the Securities Act. On September 11, the company and purchasers also entered into a registration rights agreement requiring Sphere 3D to prepare and file a Form S-3 covering resale of the common shares and warrant shares no later than 181 days after closing.

CONTEXT: The company agreed to use reasonable best efforts to obtain effectivenes

The company agreed to use reasonable best efforts to obtain effectiveness promptly after filing, subject to the agreement's terms, including the lock-up. That obligation is a future registration step, not evidence that a registration statement has already been filed or become effective. The financing's immediate significance is the completed capital raise for working capital and general corporate purposes, with subsequent resale registration and any warrant exercises remaining distinct from the September 11 closing.

Filing reference

Sphere 3D Corp. disclosed the Private Placement in Form 8-K AccNo 0001213900-26-099276 (Items 1.01, 3.02, 7.01, and 9.01; Securities Purchase Agreement dated September 8, 2026; Closing Date September 11, 2026; Form 8-K dated September 11, 2026).